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January 2023
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‍1. General Terms and Conditions / Scope
‍1.1 All legal transactions between the Customer and the Agency shall be exclusively subject to these General Terms and Conditions. The version valid at the time the Contract is executed shall be applicable.
1.2 These General Terms and Conditions shall also apply to any future contractual relationships even if these General Terms and Conditions are not expressly referred to in collateral contracts.
1.3 Any conflicting General Terms and Conditions on the part of the Customer shall be invalid unless they have been explicitly accepted in writing by the Agency.
1.4 If any provision of these General Terms and Conditions is or becomes invalid, the other provisions and any contracts executed pursuant to these provisions shall not be affected thereby. The invalid provision shall be replaced by a provision which best corresponds to the intention and economic purpose of the invalid provision. 

‍2. Scope of consulting assignments / representation
‍2.1 The scope of each particular consulting assignment shall be individually agreed by contract.
2.2 The Agency shall be entitled to subcontract, in whole or in part, the services for which the Agency is responsible to third parties. Payment of said third parties shall be effected exclusively by the Agency. No contractual relationship of any kind shall exist between the Customer and said third party.
2.3 During the validity of this Contract and for a period of three years after termination thereof, the Customer shall agree not to enter into any kind of business transactions with persons or organizations the Agency employs to perform the Agency’s contractual duties. In particular, the Customer shall not employ said persons or organizations to render consulting services the same or similar to those offered by the Agency.

‍3. Customer’s obligation to provide information / declaration of completeness
‍3.1 The Customer shall ensure that during the performance of the consulting assignment, organizational conditions in the Customer’s place of business allow the consulting process to proceed in a timely and undisturbed manner.
3.2 The Customer shall also inform the Agency in detail about previously conducted and/or currently active consulting projects of relevance to the contract.
3.3 The Customer shall, in a timely manner and without special request on the part of the Agency, provide the Agency with all documents necessary to fulfil and perform the consulting assignment and shall inform the Agency of all activities and conditions pertinent to the performance of the consulting assignment. This includes all documents, activities and conditions that become known or available during the performance of the consulting assignment.

‍4. Maintenance of independence
‍4.1 The Contracting Parties shall be committed to mutual loyalty.
4.2 The Contracting Parties shall be obligated to take all necessary measures to ensure that the independence of all persons working for the Agency and/or of any third parties employed by the Agency is not jeopardized. This applies particularly to any employment offers made by the Customer or the acceptance of assignments on their own account. 

‍5. Reporting / obligation to report
‍5.1 The Agency shall be obligated to report to the Customer on the progress of services performed, including the progress of persons working for the Agency and/or any third parties employed by the Agency.
5.2 The Agency shall not be bound by directives while performing the agreed service and shall be free to act at the Agency’s discretion and under the Agency’s own responsibility. The Agency shall not be required to work in a particular place or to keep particular working hours.

‍6. Warranty
‍6.1 The Agency shall be entitled and obligated, regardless of fault, to correct any errors and/or inaccuracies in the Agency’s work which have become known subsequently. The Agency will immediately inform the Customer thereof.
6.2 This right of the Customer expires six months after completion of the respective service. 

‍7. Liability / damages
‍7.1 With the exception of personal injuries, the Agency shall be liable to the Customer for damages only to the extent that these are the result of serious fault (intention or gross negligence). Correspondingly, this also applies to damages resulting from third parties employed by the Agency. 
7.2 Any claim for damages on the part of the Customer may only be enforced by law within six months after they have gained knowledge of the damage and the liable party, but no later than three years after the incident upon which the claim is based.
7.3 The Customer shall furnish evidence of the Agency’s fault.
7.4 If the Agency performs the required services with the help of third parties, any warranty claims and claims for damages which arise against the third party shall be passed on to the Customer. In this case, the Customer shall primarily refer to the third party.

‍8. Confidentiality / data protection
‍8.1 The Agency shall be obligated to maintain complete confidentiality concerning all business matters made known to the Agency in the course of services performed, especially trade and company secrets and any other information concerning type and/or scope of business and/or practical activities of the Customer.
8.2 Furthermore, the Agency shall be obligated to maintain complete confidentiality towards third parties concerning the content of the work completed, as well as any information and conditions that contributed to the completion of the work, particularly concerning data on the Customer’s clients.
8.3 The Agency shall not be obligated to maintain confidentiality towards any person working for the Agency or representatives of the Agency. However, the Agency is required to obligate such persons to maintain complete confidentiality and shall be liable for any violation of confidentiality on their part in the same way as if the Agency had breached confidentiality. 
8.4 The obligation to maintain confidentiality shall persist indefinitely even after termination of this Contract. This shall not apply in case the Agency is legally required to disclose information.  
8.5 The Agency shall be entitled to use any personal data entrusted to the Agency for the purposes of the services performed. The Agency shall guarantee the Customer that all necessary measures will be taken. 

‍9. Remuneration
‍9.1 After completion of the services agreed upon, the Agency shall receive remuneration agreed upon in advance between the Agency and the Customer. The Agency shall be entitled to render intermediate accounts and to demand payment on account as required by the progress of the work. Remuneration shall be due and payable immediately after rendering accounts by the Agency. 
9.2 The Agency shall render accounts which entitle to deduct input tax and contain all elements required by law. 
9.3 Any cash expenditures, expenses, travel expenses, etc. shall be reimbursed to the Agency by the Customer separately, upon submission of the appropriate receipts. 
9.4 In the event that the work agreed upon is not completed due to reasons on the part of the Customer, or due to a premature termination of contract by the Agency for cause, the Agency shall be entitled to claim payment in full of the remuneration agreed upon in advance, less expenses not incurred. In the event that an hourly fee had been agreed upon, the Customer shall pay for the number of hours accrued to date, less expenses not incurred. 
9.5 In the event that intermediate invoices are not paid, the Agency shall be released from the Agency’s commitment to provide further services. This shall be without prejudice to any further claims resulting from default of payment.

‍10. Electronic invoicing
‍10.1 The Agency shall be entitled to transmit invoices electronically. The Customer explicitly agrees to accept invoices transmitted electronically by the Agency.

‍11. Duration of the contract 
‍11.1 This Contract may be terminated for good cause by either Party at any time without notice. Grounds for premature termination include the following:  
- A Party breaches major provisions of the Contract; or  
- A Party is in default of payment after insolvency proceedings have been opened; or 
- A Party has substantiated concerns regarding the other Party’s creditworthiness, without any insolvency proceedings, and such other Party does not make any advance payments upon request of the Agency/provide any suitable guarantee in advance upon request of the Customer, and such negative financial circumstances have not been known to the other Party at the time of execution of the contract. 

‍12 Self-advertising
‍12.1 The Agency shall be authorized to use its work results or parts thereof for its own advertising purposes/as reference free of charge, also after the term of the Agreement.

‍13. Final provisions
‍13.1 The contracting parties declare that all information contained herein is accurate and made in good conscience; and they shall be mutually obligated to immediately inform the other party of any changes.
13.2 Modifications of and amendments to this Contract or these General Terms and Conditions shall be made in writing; this shall also apply to a waiver of this requirement. Subsidiary agreements have not been executed.
13.3 This Contract is governed by the substantive law of the Republic of Austria, excluding the conflict-of-law rules of international private law and CISG. Place of fulfillment is the registered place of business of the Agency. The court at the Agency’s registered place of business shall be competent in any disputes.  
13.4 In the event that any disputes, which cannot be solved by mutual agreement, arise from this Contract, the Parties to the contract agree to engage a listed mediator (Austrian Civil Rights Mediation Law (ZivMediatG)) specialized in business mediation from the list of the Austrian Ministry of Justice in order to reconcile these out of court. Should no mutual agreement regarding the selection of the business mediator or with regard to content be possible, legal measures shall be initiated no sooner than one month after the negotiations fail. 
13.5 In the event that mediation could not be held or was discontinued, any litigation initiated shall be subject to Austrian law. As agreed, all necessary costs incurred due to previous mediation, particularly for legal advisors consulted, may be claimed in litigation or arbitration as "pre-trial costs".